UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED October 31, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
Commission file number 0-30499
-------------------------------
VISIONGATEWAY, INC.
(Exact name of Registrant as specified in its charter)
Nevada 90-0015691
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12707 High Bluff Drive, Suite 200,
San Diego, California 92130
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 794-1416
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
As of October 31, 2004 there were 42,268,217 shares of the registrant's
common stock outstanding.
Transitional Small Business Disclosure Format. Yes [ ]. No [X].
VISIONGATEWAY, INC.
FORM 10-QSB
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2004
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet at July 31, 2004 (unaudited) 1
Consolidated Statements of Operations (unaudited) 2
Consolidated Statements of Stockholders' Deficit (unaudited) 3
Consolidated Statements of Cash Flows (unaudited) 4
Notes to Consolidated Financial Statements (unaudited) 5
Item 2. Management's Discussion and Analysis or Plan of Operations 12
Item 3. Controls and Procedures 19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
Item 3. Defaults Upon Senior Securities 19
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 5. Other Information 19
Item 6. Exhibits and Reports on Form 8-K 20
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
visionGATEWAY, Inc.
Including the accounts of its wholly owned subsidiaries
[A Development Stage Company]
Consolidated Balance Sheet
October 31, 2004
ASSETS
Assets
Current Assets
Cash $ 3,988
Other receivable 18,532
----------
Total current assets 22,520
Property (net) 30,333
Deposits 4,261
----------
Total Assets $ 57,114
==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Current Liabilities:
Accounts payable $ 803,835
Accrued liabilities 164,741
Related party payable - Note 6 609,461
----------
Total Liabilities $1,578,037
Stockholders' Deficit:
Preferred Stock 10,000,000 shares authorized,
$.10 par value per share, nil outstanding
Capital Stock 75,000,000 shares authorized having
a par value of $.004 per share; 42,268,217 shares
issued and outstanding - Note 4 169,073
Additional paid-in capital 993,557
Deficit accumulated during the development stage (2,682,706)
Accumulated foreign currency translation adjustment (847)
-----------
Total Stockholders' Deficit (1,520,923)
-----------
Total Liabilities and Stockholders' Deficit $ 57,114
===========
See accompanying notes to financial statements.
visionGATEWAY, Inc.
Including the accounts of its wholly owned subsidiaries
[A Development Stage Company]
Consolidated Statements of Operations
For the Period Ended October 31, 2004 and Year Ended April 30, 2004, and for
the Period from Reactivation [November 30, 2001] through October 31, 2004
3 mths Year Reactivation
ended Ended through
October 31, April 30, October 31,
2004 2004 2004
Revenues $ 0 $ 0 $ 53,406
Research & development 97,596 187,273 542,790
General & administrative expenses 383,342 993,777 2,188,537
---------- --------- ----------
Operating loss (480,938) (1,181,050) (2,677,921)
---------- --------- ----------
Net Loss Before Income Taxes (480,938) (1,181,050) (2,677,921)
Current Year Provision for Income Taxes 0 0 0
---------- ----------- ----------
Net Loss $ (480,938) $(1,181,050) $(2,677,921)
========== =========== ==========
Other Comprehensive Income
Unrealized gain(loss) on foreign
Currency translation (net of tax) (0) 40,666 (847)
Total Comprehensive Income (Loss) (480,938) (1,140,384) (2,678,768)
========== =========== ==========
Loss Per Share $ (0.01) $ (0.03) $ (0.08)
========== =========== ==========
Weighted Average Shares Outstanding 41,942,130 33,051,272 31,521,452
========== =========== ==========
See accompanying notes to financial statements.
visionGATEWAY, Inc.
Including the accounts of its wholly owned subsidiaries
[A Development Stage Company]
Consolidated Statements of Stockholders' Deficit
For the Period Ended October 31, 2004 and Year Ended April 30, 2004, and for
the Period from Reactivation [November 30, 2001] through October 31, 2004
Preferred Preferred Common Common
Shares Stock Shares Stock
Balance, November 30, 2001
(date of Reactivation) 0 $ 0 20,000,000 $ 20,000
Shares issued with acquisition
of two subsidiaries 2,600,000 2,600
Issued shares for cash and
services 5,625,000 5,625
Net loss for the period
ended April 30, 2002
------- -------- ---------- --------
Balance, April 30, 2002 0 0 28,225,000 28,225
Shares issued for cash and
services 1,000,000 1,000
Net loss for the year
ended April 30, 2003
------- -------- ---------- --------
Balance, April 30, 2003 0 0 29,225,000 29,225
Shares issued for cash and
services 6,815,500 6,816
Recapitalization pursuant to
merger with Chiropractic 21
International, Inc. 3/4/2004 1,777,717 115,232
Net loss for the year
ended April 30, 2004
-------- -------- ---------- --------
Balance, April 30, 2004 0 $ 0 37,818,217 $151,273
======== ======== ========== ========
Shares issued for cash and
services 2,450,000 9,800
Net loss for the qtr
ended July 31, 2004
-------- -------- ---------- --------
Balance, July 31, 2004 0 $ 0 40,268,217 $161,073
Issued shares for services
at par 2,000,000 8,000
Net loss for the qtr
ended October 31, 2004
-------- -------- ---------- --------
Balance, October 31, 2004 0 $ 0 42,268,217 $169,073
-------- -------- ---------- --------
[CONTINUED]
visionGATEWAY, Inc.
Including the accounts of its wholly owned subsidiaries
[A Development Stage Company]
Consolidated Statements of Stockholders' Deficit
For the Period Ended October 31, 2004 and Year Ended April 30, 2004, and for
the Period from Reactivation [November 30, 2001] through October 31, 2004
Accum.
Additional Foreign Net
Paid-in Accumulated Currency Stockholders'
Capital Deficit Adjustment Deficit
Balance, November 30, 2001
(date of Reactivation) $(20,000) $ 0 $ 0 $ 0
Shares issued with acquisition
of two subsidiaries 1,782 (125,208) (120,826)
Issued shares for cash and
services 50,625 56,250
Net loss for the period
ended April 30, 2002 (223,779) (15,658) (239,437)
-------- ---------- --------- -----------
Balance, April 30, 2002 32,407 (348,987) (15,658) (304,013)
Shares issued for cash and
services 79,000 80,000
Net loss for the year
ended April 30, 2003 (295,261) (25,855) (321,116)
-------- ---------- --------- -----------
Balance, April 30, 2003 111,407 (644,248) (41,513) (545,129)
Shares issued for cash and
services 503,184 510,000
Recapitalization pursuant to
merger with Chiropractic 21
International, Inc. 3/4/2004 (45,141) 70,091
Net loss for the year
ended April 30, 2004 (1,181,050) 40,666 (1,140,384)
-------- ---------- ---------- -----------
Balance, April 30, 2004 $569,450 $(1,825,298) $ (847) $(1,105,422)
======== ========== ========== ===========
Shares issued for cash and
services 232,106 241,906
Net loss for the qtr
ended July 31, 2004 (371,685) 0 (371,685)
-------- ---------- ---------- -----------
Balance, July 31, 2004 $801,556 $(2,196,983) $ (847) $(1,235,201)
Issued shares for services
at par 8,000
Net loss for the qtr
ended October 31, 2004 (480,938) 0 (480,938)
-------- ---------- ---------- -----------
Balance, October 31, 2004 $801,556 $(2,677,921) $ (847) $(1,708,139)
-------- ---------- ---------- -----------
See accompanying notes to financial statements.
visionGATEWAY, Inc.
[A Development Stage Company]
Consolidated Statements of Cash Flows
For the Period Ended October 31, 2004 and Year Ended April 30, 2004, and for
the Period from Reactivation [November 30, 2001] through October 31, 2004
Qtr Year Reactivation
Ended Ended through
October 31, April 30, October 31,
2004 2004 2004
Cash Flows from Operating Activities
Net Loss $ (480,938) $(1,181,050) $(2,677,921)
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 4,916 4,375 28,388
Stock issued for services 0 0 0
Change in current assets (0) (178) (22,793)
Increase in current liabilities 184,547 339,799 968,576
---------- ----------- ------------
Net Cash Used for Operating Activities (291,475) (837,054) (1,703,750)
Cash Flows from Investing Activities
Purchase of property (0) (19,235) (58,835)
Cash Flows from Financing Activities
Proceeds from borrowing 296,730 115,947 609,462
Additional paid in Capital (0) 694,165 1,162,630
Effect Of Exchange Rate on cash
and cash Equivalents 4,672 40,666 (5,519)
Net Increase/(Decrease) in Cash 583 (5,511) 3,988
Beginning Cash Balance 3,405 8,935 0
----------- ----------- ------------
Ending Cash Balance $ 3,988 $ 3,424 $ 3,988
=========== =========== ============
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for
interest 500 914 6,013
Cash paid during the year for
income taxes 0 0 0
See accompanying notes to financial statements.
visionGATEWAY, Inc.
[A Development Stage Company]
Notes to Consolidated Financial Statements (unaudited)
October 31, 2004
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization
visionGATEWAY, Inc. (the Company) was organized on September 13,
1999 as Peninsula Web Pages, Inc., under the laws of the State of
Nevada. It essentially became dormant until November 30, 2001,
when its name was changed to visionGateway, Inc. and it acquired
two companies. The Company is now a holding company for the
software business now being organized in these two wholly owned
subsidiaries. Both subsidiaries are Australian corporations;
visionGATEWAY Pty Ltd, a distribution and marketing company, and
Software Innovisions Pty Ltd, a software development company. The
consolidated company is an Enterprise Software Solutions company
in the commercialization stage. It is currently growing its
planned principal operations, which is development, distribution,
and marketing of business software solutions for Internet Resource
Management. The accompanying financial statements include the
accounts of the Company as well as its wholly owned subsidiaries.
All intercompany transactions have been eliminated.
On March 4, 2004, the Company combined with Chiropractic 21
International, Inc., an inactive, public, Nevada corporation, for
the purpose of recapitalization. The combination is accounted for
as a reverse purchase.
The financial statements of the Company have been prepared in
accordance with U. S. generally accepted accounting principles.
The following summarizes the more significant of such policies:
(b) Income Taxes
The Company applies the provisions of Statement of Financial
Accounting Standards No. 109 [the Statement], Accounting for
Income Taxes. The Statement requires an asset and liability
approach for financial accounting and reporting for income taxes,
and the recognition of deferred tax assets and liabilities for the
temporary differences between the financial reporting bases and
tax bases of the Company's assets and liabilities at enacted tax
rates expected to be in effect when such amounts are realized or
settled. Prior years' consolidated financial statements have not
been restated to apply the provisions of the Statement. The
cumulative effect of this change in accounting for income taxes as
of October 31, 2004 is $0 due to the valuation allowance
established as described in Note 3.
(c) Net Loss Per Common Share
Net loss per common share is based on the weighted-average number
of shares outstanding for visionGATEWAY shares for the respective
periods and since November 2001.
visionGATEWAY, Inc.
[A Development Stage Company]
Notes to Consolidated Financial Statements
October 31, 2004
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
[continued]
(d) Statement of Cash Flows
For purposes of the statements of cash flows, the Company
considers cash on deposit in the bank to be cash. The Company had
$3,988 cash at October 31, 2004.
(e) Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
(f) Revenue Recognition
The Company recognizes revenues in accordance with the Securities
and Exchange Commission, Staff Accounting Bulletin (SAB) number
101, "Revenue Recognition in Financial Statements." SAB 101
clarifies application of U. S. generally accepted accounting
principles to revenue transactions. Revenue is recognized as
products or projects are delivered or services are provided to
customers. Uncollected, earned revenue is recorded in accounts
receivable. Billed amounts deemed to be uncollectible are charged
to bad debt expense. Revenue collected in advance is recorded as
a liability until the earnings process is complete.
(g) Foreign Currency Translation
Foreign currency exchange transactions and translation are
accounted for pursuant to Statement of Financial Accounting
Standards (SFAS) No. 52, Foreign Currency Translation. The
functional currency of the operating entities is the Australian
Dollar. All numbers in these financial statements have been
converted to U.S. dollars, unless specifically stated otherwise.
(h) Impairment of Long-Lived Assets
The Company reviews long-lived assets, at least annually, to
determine if impairment has occurred and whether the economic
benefit of the asset (fair value for assets to be used and fair
value less disposal costs for assets to be disposed of) is
expected to be less than the carrying value. Triggering events,
which signal further analysis, consist of a significant decrease
in the asset's market value, a substantial change in the use of an
asset, a significant
visionGATEWAY, Inc.
[A Development Stage Company]
Notes to Consolidated Financial Statements
October 31, 2004
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
[continued]
physical change in the asset, a significant change in the legal or
business climate that could affect the asset, an accumulation of
costs significantly in excess of the amount originally expected to
acquire or construct the asset, or a history of losses that imply
continued losses associated with assets used to generate revenue.
The Company did not make any such adjustments for the quarter
ended October 31, 2004.
(g) Recent Pronouncements
In June 2002, SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities, was issued. SFAS No. 146 requires
recording costs associated with exit or disposal activities at
their fair values when a liability has been incurred. Under
previous guidance, certain exit costs were accrued upon
management's commitment to an exit plan, which is generally before
a liability has been incurred. The adoption of SFAS No. 146 did
not materially impact the Company's consolidated results of
operations, financial position, or cash flow.
In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosure. SFAS No. 148
amends SFAS No. 123 to provide alternative methods of transition
for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition,
SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported
results. The provisions of SFAS No. 148 are effective for
financial statements for fiscal years and interim periods ending
after December 15, 2002. The disclosure provisions of SFAS No. 148
have been adopted by the Company.
SFAS No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liability and Equity ("SFAS No. 150") was
issued in May 2003. SFAS No. 150 establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liability and equity in its statement of
financial position. SFAS No. 150 became effective for the Company
for new or modified financial instruments beginning June 1, 2003,
and for existing instruments beginning June 28, 2003. The adoption
of SFAS No. 150 does not have a material impact on the Company's
Consolidated Financial Statements.
In November 2002, the Financial Accounting Standards Board
("FASB") issued Financial Accounting Standards Board
Interpretation No. ("FIN") 45, Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, which requires the guarantor
to recognize as a liability the fair value of the obligation at
the inception of the guarantee. The disclosure requirements in FIN
45 are effective for financial statements of interim or annual
periods ending after December 15, 2002.
visionGATEWAY, Inc.
[A Development Stage Company]
Notes to Consolidated Financial Statements
October 31, 2004
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
[continued]
Management believes the Company has no guarantees that are
required to be disclosed in the financial statements. The
recognition provisions are to be applied on a prospective basis to
guarantees issued after December 31, 2002. The adoption of the
recognition provisions of FIN 45 did not have a material impact on
the Company's financial statements.
In January 2003, the FASB issued FIN No. 46, Consolidation of
Variable Interest Entities, an interpretation of Accounting
Research Bulletin ("ARB") No. 51. FIN No. 46, as revised in
December 2003, addresses consolidation by business enterprises of
variable interest entities. FIN No. 46 applies immediately to
variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an
interest after that date. FIN No. 46 applies in the first year or
interim period ending after December 15, 2003, to variable
interest entities in which an enterprise holds a variable interest
that it acquired before February 1, 2003. The adoption of FIN No.
46 did not have a material impact on the Company's financial
statements.
visionGATEWAY, Inc.
[A Development Stage Company]
Notes to Consolidated Financial Statements
October 31, 2004
NOTE 2 LIQUIDITY/GOING CONCERN
The Company has accumulated losses through October 31, 2004
amounting to $2,677,921, has minimal assets, and has a net working
capital deficiency at October 31, 2004.
Management plans include continued development of its planned
principal operations and seeking capital either through a private
placement or public offering. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
The company has agreed in principle to issue $10m of 8%
convertible notes to its affiliate Aspen Corporation Limited for a
total consideration of $10m. These notes will be convertible at
the rate of $2.50 per share. The notes are due for conversion on a
progressive basis, maturing in 10 years from their date of issue
with interest paid quarterly in arrears.
NOTE 3 INCOME TAXES
Below is a summary of deferred tax asset calculations on net
operating loss carry forward amounts. Loss carry forward amounts
expire at various times through 2024. A valuation allowance is
provided when it is more likely than not that some portion of the
deferred tax asset will not be realized.
NOL
Description Balance Tax Rate
Federal Income Tax $1,825,298 $620,601 34%
Valuation allowance (620,601)
--------
Deferred tax asset 4/30/04 $0
The allowance has increased $401,557 from $219,044 as of April 30,
2003.
visionGATEWAY, Inc.
[A Development Stage Company]
Notes to Consolidated Financial Statements
October 31, 2004
NOTE 4 ISSUANCE OF STOCK
Effective June 30, 2002, the Company acquired two Australian
companies to further develop its planned principal operations. In
connection with this acquisition, the Company issued 2,600,000
shares of common stock for 100% of the shares of the Australian
entities. In addition, 5,625,000 shares of common stock were
issued for cash and services at approximately $0.01, based on the
cash component.
Over the following months, the Company issued 1,000,000 shares of
common stock for services and cash at US $0.08 per share. Through
March 3, 2004, an additional 6,815,500 shares of common stock were
issued for approximately $510,000, in cash and services or $0.07
per share for the cash component only.
On March 4, 2004, pursuant to an Agreement and Plan of
Reorganization, the Company combined with Chiropractic 21
International, Inc. (Chiropractic), for the purpose of re-
capitalizing.
As a result of this combination, the Company's capital structure
changed. The surviving company had authorized 10,000,000 shares
of $0.10 par value preferred stock with no preferred shares issued
and outstanding. Common stock authorized is 75,000,000, $0.004
par value. In the transaction, the Company's pre-reorganization
36,040,500 shares of common stock were converted, one for one,
into Chiropractic common shares. The pre-reorganization 1,777,717
shares of common stock of Chiropractic were combined to make
37,818,217 common shares after recapitalization.
On April 2, 2004, the Company had decided to issue 2,000,000
shares of preferred stock to a related party (which shares common
ownership and management) for services, at par. The Company was
to record the transaction at $200,000. The related party has been
established to facilitate future investment in the Company. After
further advice, the company determined not to issue preferred
stock to its affiliate and has issued 2 million shares of common
stock in place of the preferred stock, which is reflected in the
balance sheet above.
The Company issued additional shares of common stock in the
quarter to July 31, 2004, in the following manner.
# Shares Issued to: Issued for:
500,000 Company officer/shareholder Management services
50,000 Individual Legal services
750,000 Outside Professionals Services
650,000 Investor Cash contribution
500,000 Creditor Loan settlement
----------
2,450,000 Total
visionGATEWAY, Inc.
[A Development Stage Company]
Notes to Consolidated Financial Statements
October 31, 2004
NOTE 5 PROPERTY
Property consists primarily of computer equipment with the
original cost of $58,835. Accumulated depreciation through October
31, 2004, is $28,501. Depreciation expense for the quarter ended
October 31, 2004 was $4,916.
NOTE 6 RELATED PARTY PAYABLE
Shareholders have advanced money to the Company in the amount of
$609,461 for the purpose paying operating expenses and providing
working capital. The outstanding balance in unsecured, non-
interest bearing and payable on demand.
NOTE 7 LEASES
The Company has entered into four offices leases, two in Australia
and two in the USA.
Location Square Feet Annual Payments Other terms
Brisbane 3,337 $60,480 Through February 2007
Sydney 377 25,200 Renewable annually(Nov.)
San Diego, CA Shared space 2,500 Renewable quarterly
Marina del Rey, CA 300 13,800 Renewable annually(Mar.)
---------
$ 101,980
Rent expense includes car parking and other miscellaneous
related expenses. For the quarter ended October 31 the expense
was $43,412.
NOTE 8 STOCK OPTIONS
On March 1, 2004, options were granted to an individual and to
two entities for services rendered to the Company. These
options are exercisable at $0.50 over a 10 year period and vest
over four years beginning March 1, 2005. On the grant date, the
trading price of the stock was $0.33 per share. There were
6,500,000 options granted. On April 2, 2004, an additional
300,000 options were granted with the same exercise and vesting
terms.
Compensation cost for stock options is measured as the excess,
if any, of the estimated fair market value of the Company's
stock at the date of grant over the amount the recipient must
pay to acquire the stock. Unearned compensation, which is
recorded as a separate component of stockholders' equity, as a
result of the compensatory stock options is generally amortized
to expense over the vesting periods of the underlying stock
options. No compensation expense was recorded for these option
grants.
Item 2. Management's Discussion and Analysis of Financial Condition and Plan
of Operations
Forward-Looking Statements
Statements made in this Form 10-QSB, particularly in this section, which
are not purely historical are forward-looking statements with respect to the
goals, plan objectives, intentions, expectations, financial condition, results
of operations, future performance and business of the Company, including,
without limitation, (i) the Company's ability to raise capital and (ii)
statements preceded by, followed by or that include the words "may," "could,"
"should," "expects," "projects," "anticipates," "believes," "estimates,"
"plans," "intends," "targets," or similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond the Company's control) that could
cause actual results to differ materially from those set forth in the forward-
looking statements, including the following: general economic or industry
conditions, either nationally, internationally or in the communities in which
the Company conducts its business, changes in the interest rate environment,
legislation or regulatory requirements, conditions of the securities markets,
the Company's ability to raise capital, changes in accounting principles,
policies or guidelines, financial or political instability, acts of war or
terrorism, other economic, governmental, regulatory and technical factors
affecting the Company's operations, products, services and prices.
Accordingly, results actually received may differ materially from results
expected in these statements. Forward-looking statements speak only as of the
date they were made. The Company does not undertake, and specifically
disclaims, any obligation to update any forward-looking statements to reflect
events or circumstances occurring after the date such statements were made.
Overview
Description of Business
The Company is an Enterprise Software Solutions company in the
commercialization stage. The Company, through its subsidiary corporations, is
now engaged in the development, distribution and marketing of business
software solutions with global distribution partners. Although total sales
during its last two fiscal years were only approximately $42,000, the Company
considers itself in the commercialization stage of its development rather than
as a development stage enterprise, because its product, the INTERScepter TM
software business program, its only product at this time, is ready for sale
and distribution. The Company is presently primarily engaged in sales
activities to develop markets for its product in conjunction with its
strategic partners. The October quarter has seen an expansion of these
activities in the USA and Australia as major distribution arrangements have
been finalized and commencement of market segment activities, particularly in
Higher Education get underway.
visionGATEWAY (through its Australian subsidiaries) has been operating
for a total of four years, commencing in 2000. The Company's only product
("INTERScepter TM") is an Internet Resource Management software tool. This
product is an enterprise business solution that helps to improve Company
earnings by assisting organizations in understanding, managing and exploiting
Internet usage and valuable resources, including bandwidth, systems and
employee productivity. INTERScepter TM software empowers managers to
effectively control, schedule and utilize costly Internet resources, while
placing responsibility on users to self manage and modify their Internet usage
behavior.
The Internet is an ever growing global communications and commerce
medium. Traditional organizations (both government and corporate) continue to
demonstrate a significant growth in their need for integration of Internet
based technologies into their core business and marketing needs. As a result,
chief operating and financial officers and managers of business units are
faced with two very compelling issues:
1. Managing large amounts of information from the Internet while meeting
their corporate and government obligations.
2. Measuring and managing the growing non-productive use of the Internet
by staff at work, who use the Internet while at work for non-productive,
personal purposes.
The Company recognized a market opportunity for the development of
software solutions to identify and redirect non-productive use of staff
employees at work to profitable uses of their time and Internet availability.
Based on the Company's preliminary investigations of market demand for this
type of product, it believed that going ahead with the INTERScepter TM project
was more than justified.
The benefit of the Company's product to its customers is based upon
improving productivity and reducing costs through the use of its software
tools.
The three primary industry segments for INTERScepter TM at present are:
1. Education. INTERScepter TM was originally developed for the education
environment to meter and cost control Internet usage by students and staff. It
contains tailored functionality around the volume of Internet use, the type of
Internet usage and functionality for improved learning in lecture and
classroom activities. INTERScepter TM can reduce Internet cost and bandwidth
usage; it can allocate costs to cost centers and allow students to be charged
correctly according to their own personal use beyond base level quotas.
Through its access policy facilities, it allows teachers to "regain control of
the classroom" without having to revert to the IT department.
2. Government. INTERScepter TM allows government agencies to record
Internet traffic, the type of usage made and allows costs to be allocated
against the proper budget. In the Company's opinion, significant benefits can
be achieved through implementing Internet policy by use of the INTERScepter TM
software. It provides the means to self manage the use of the Internet as well
as reducing direct Internet and bandwidth costs.
3. Private Enterprise. Businesses have a need to maximize productivity
to achieve better performance to stakeholders through a combination in top
line performance or bottom line cost reduction. The product allows for both
outcomes and can be focused on a particular business objective or a series of
them as required. It benefits the business with a growth agenda or one that is
looking to streamline costs.
At this time the INTERScepter TM business software program is the
Company's only product; however, the Company is involved in ongoing
development of other software solutions for business and other purposes.
The Company has an international presence. Its core software research and
development team is based in Brisbane, Australia. The Australia/Asia office
for marketing and distribution is close to Sydney, Australia. The Company's
principal office will be located in San Diego, California. The main U.S. Sales
and Distribution office has been established in Los Angeles, at Marina del
Rey. Sales activities have commenced in Asia through the Company's Malaysian
and Singapore channel partners. Major emphasis is currently being placed on
driving the major strategic partnerships that have been put in place in the
USA and Australia.
Sales and Marketing
INTERScepter TM is marketed and sold as a business tool, not as a
technical product, although it is, in the Company's opinion, technically
robust and innovative. The sales proposition is primarily commercial and is
targeted at senior management, not solely the IT department. The Company's
business model is to use outsourced sales channels and to offer meaningful
margins to its channel partners, which will encourage early and considerable
commitment. The value chain in the product also provides substantial service
revenue opportunities to channel partners. The Company offers significant
product breadth to meet the holistic requirements in Internet Resource
Management.
The Company's strategic decisions, dependent on available capital, are
based on rapidly building on an international scale. Three key sales channels
will be utilized: sales acceleration firms, large technology resellers and
niche technology firms. Additionally, the Company has set a price point and
payment model that we believe will encourage product trial and adoption. This
product distribution business model also facilitates further growth through
the introduction of complementary products in the future.
The majority of the Company's revenues will come from product licenses.
As described above, the Company's only product is the INTERScepter TM software
tool. It is sold through a network of distribution channels consisting of
technology resellers and other distribution outlets, which the Company refers
to as its "channel partners." It provides measurable added value to resellers
with only marginal overheads.
In the U.S., the Company has worked with a number of partners to assist
in the development of opportunities in all segments. They have also assisted
the Company to build a distribution and reseller network. In addition the
Company has completed two major distribution arrangements. One of these is
with Avnet Partner Solutions, a division of the $4.35 billion Avnet Technology
Solutions operating group of Avnet, Inc. (NYSE: AVT). This arrangement now
covers North America and Australia/New Zealand. Avnet Partner Solutions has
incentivised it Business Development Managers to sign resellers as channel
partners and help them drive customer sales. As a result of this activity the
Company is currently negotiating with a number of new channel partners across
USA and Canada. The other major distribution arrangement has been formed as a
joint venture business known as ECCI-VGI Solutions in conjunction with
Education Communications Consortia Inc. ("ECCI"). ECCI is a privately-held
telecommunications management company, focused on technology applications and
solutions for the education community. Since 1988, ECCI has exclusively
served the education community, tailoring telecommunications products and
services that focus on the needs of educational communities, enhancing service
and lowering costs. Working in partnership with Colleges, Universities, and
Independent Schools, a portion of all ECCI revenue is returned to their member
institutions. ECCI currently serves over 400 Schools and Universities in the
United States.
As a result of these channel partner activities, the Company has end user
opportunities that are being pursued across the U.S. with a number of
Universities, Educational institutions, Government Departments, and Corporate
enterprises. During the quarter as part of our expansion into the US Education
market, trial installations were completed at DeVry University at their Pomona
campus and also at private school in Colorado. ECCI-VGI Solutions is
finalizing negotiations for the implementation of its bundled solution - ECCI
INTERNET TRACKER with an East Coast University for commencement in January.
Three other are schools and colleges are discussing timing for implementation
of the solutions in January. This is the commencement of a major ramp-up of
take-up by existing ECCI clients of the Internet Resource Management
solutions. The solution was highlighted by ECCI-VGI Solutions at the Educause
2004 Annual Conference in Denver, attended by over 1,000 schools, and the
ACUTA Conference in St. Louis, both during October. As a result, the joint
venture has received expressions of interest in the ECCI INTERNET TRACKER
solution from schools and colleges in over 30 states across North America.
Pricing for the INTERScepter TM is currently based around a three year
contract License Pack followed by an ongoing Update Pack. In the three year
license contract, pricing is based on the number of workstations accessing the
Internet rather than the number of users in an organization.
Under the ECCI-VGI Solutions joint venture with the ECCI INTERNET TRACKER
solution, the basic program can be established at little or no cost to the
educational institution; and in fact, provides the opportunity not only to
allocate costs, but also to earn new, discretionary revenue from students'
internet usage. Beyond the basic program, there are significant value-adding
features of benefit to the institution including distributed management
capability, cost allocation controls, risk reduction facilities, and extensive
real-time reporting.
Standard Channel Partners are contracted to the Company through a Channel
Partner Agreement which sets out the terms and conditions of the arrangement,
including responsibilities of the parties, product pricing, volume discounts,
and channel partner commissions which vary according the value of product sold
in a calendar year.
INTERScepter - The Internet Resource Management (IRM) Solution
The Internet impacts every aspect of today's busy organization so it is
no surprise that an organization can benefit from deploying INTERScepter TM to
manage Internet resources.
Internet Resource Management "(IRM)" is the Company's approach to helping
organizations maximize their return on investment in Internet services. Unlike
simple content filtering solutions, IRM calls for a more holistic approach to
understanding and managing the constellation of Internet resources in any
organization.
Most organizations lack a comprehensive understanding of what Internet
resources are being used and how, making it all but impossible to ensure they
are being used productively, or to predict or plan for their growth. With IRM,
an organization can monitor and report usage, set and enforce policies, and
improve productivity.
Competition
The Company does not believe that it has any direct competition with
respect to its INTERScepter TM software program and it is not aware of any
competitor offering the same complete solution with the full elements of the
software for sale.
There is, however, substantial indirect competition from products which
address issues of immediate concern to clients such as Internet security and
violation of web resources. These products address "bad behavior" on network
usage. Policing activities tend, however, to intimidate users and bad behavior
goes underground and re-offending will generally occur. INTERScepter TM
assists staff to police their own behavior and guides them to do what is more
efficient for the Company.
Competition is also realized from filtering software. Filters eliminate
offending materials from the web but the INTERScepter TM approach is one of
self management rather than forced elimination.
Other products which provide reporting and presentation of gathered
statistics, analytics and performance measurement also offer competition for
the Company's product.
There are other competitors in the market as well, however, they mainly
supply the home market for parental control of the Internet. Some other
products are hardware based and cover the aspect of INTERScepter TM that
controls bandwidth usage. In the Company's opinion, no other product has the
same total coverage as INTERScepter TM.
It must, nevertheless, be considered that competition in the business
software industry is intense, with many companies making entries into the
market every day. Most of the competitors in the industry are very large
businesses with far greater resources than the Company in terms of capital,
size and number of employees. The Company's growth will depend on many
variables not in its control, including the ability to obtain additional
funding for its operations and development plus many other unforeseen economic
and competitive conditions.
Sources and availability of raw materials and the names of principal suppliers
The Company is a producer of software and is not dependent on any one
supplier for raw materials for its software products. The underlying
technologies are built on publicly available components that are used in
conjunction with other software products.
Dependence on one or a few customers
The Company has outsourced its sales channels and has established or is
in process of making alliances with distribution channels in numerous
locations and, consequently, most of its sales are generated from these
various sources. At this time there is no single reseller or group of
resellers upon which the Company is dependent. In May 2004, the Company
completed its agreement with Avnet Hall-Mark (since renamed Avnet Partner
Solutions) to distribute INTERScepter, pre-installed on IBM hardware, through
that company's reseller channels. It is estimated that 50% of the Company's
U.S. Sales could come through that source over the next twelve months.
Negotiations were finalized in September to extend this arrangement to
Australia.
Patents, trademarks, licenses, franchises, concessions, royalty agreements or
labor contracts, including duration
The Company has registered product trade marks, trade names and logos in
Australia and is now in the process of registering these items in the U.S. The
Company is dependent on its trademark for INTERScepter TM to distinguish its
software from other products in the market and to create a market identity for
its product. Patents are under consideration for version 2 of INTERScepter TM.
At the present time there are no patents in effect upon which the Company
is dependent. There are also no concession agreements, franchises, licenses,
royalty agreements or labor agreements in effect at this time.
Government approval
The Company is not subject to direct governmental regulation in the
conduct of its business.
Effect of existing or probable governmental regulations on the business
At the present time, based on the Company's business as now conducted,
direct governmental regulation of its business is not anticipated.
The Company is, however, subject to the Sarbanes-Oxley Act in the conduct
of its business as follows:
Sarbanes-Oxley Act
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act
of 2002. This Act imposes a wide variety of new regulatory requirements on
publicly-held companies and their insiders. Many of these requirements will
affect the Company.
The Sarbanes-Oxley Act has required the Company to review its current
procedures and policies to determine whether they comply with the Sarbanes-
Oxley Act and the new regulations promulgated thereunder. The Company will
continue to monitor its compliance with all future regulations that are
adopted under the Sarbanes-Oxley Act and it will take whatever actions are
necessary to ensure that it is in compliance.
This Act may also result in higher operating costs to comply as well as
higher professional fees.
The estimated amount of capital spent during each of the last two fiscal years
on research and development activities, and the extent to which the cost of
such activities are borne directly by its customers
The estimated amount spent on research and development in the last two
fiscal years is approximately $375,000. Research and Development expenditure
is currently running at an annual rate of just under $400,000 based on the
October quarter. All of these expenses have been borne by the Company.
Costs and effects of compliance with environmental laws (federal state and
local)
The Company has not had any significant cost or effect with respect to
compliance with environmental laws, either in the U.S. or in Australia.
Number of employees and number of full time employees
As of October 31, 2004, the total number of employees of the Company is
fourteen (14) full-time employees of which twelve (12) were engaged in
production and sales activities and two (2) was engaged in administrative
operations. The Company also uses the services of numerous part-time employees
or contract service employees in the areas of product development, accounting
and sales functions. Over the course of 2005 the Company anticipates that it
will be increasing its full-time work force to 40 as needed to support its
proposed growth, dependent on future sales prospects and the availability of
capital.
Reports to Security Holders
The Company will voluntarily deliver to all Security holders an annual
report which will contain audited financial statements.
The Company regularly files reports with the Securities and Exchange
Commission (the "Commission"). These reports include annual reports on Form
10-KSB, quarterly reports on Form 10-QSB and current reports on Form 8-K.
The public may read and copy any materials the Company files with the
Commission at the Commission's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. You may obtain information about the Public
Reference Room of the Commission by calling the Commission at 1 800 SEC 0330.
The Commission also maintains an Internet site that contains reports, proxy
and information statements and other information regarding issuers that file
electronically that may be accessed at the Commission's web site address:
http://www.sec.gov.
Management's Discussion and Analysis of recent activity and Plan of Operation
The October quarter was focused on growing our presence in the USA with the
focus on the new distribution arrangements with Avnet and ECCI as outlined
above as well as promoting the company and product in key market segments,
particularly higher education. The company now has a number of major
contracts that will facilitate its future growth. In Australia enhancement of
version 2 of the product has continued and feedback from clients who have
trialing the product in live environments have exceeded expectations in
relation to the improvements and enhancements in functionality and
performance.
The following discussion should be reviewed in conjunction with our
consolidated financial statements and the related notes and other financial
information appearing elsewhere in this report. In addition to historical
information, the following discussion and other parts of this document contain
forward-looking information that involves risks and uncertainties. Please
refer to the section entitled "Forward-Looking Statements" earlier in this
Form 10-QSB.
Plan of Operation
Funding
The visionGATEWAY business over the last two years has focused on product
development and building its market positioning, presence and distribution
channels. In recent months, the three key aspects of expenditure have been:
* Building reseller networks and client opportunities through growth of
its US base with the main sales/business development location near Los Angeles
and Technical Support across the country;
* Building new distribution channels in Australia and New Zealand in
conjunction with the new arrangement with Avnet Partner Solutions; and
* Enhancement of INTERScepter version 2 with significant enhancements in
functionality and a new underlying platform in Linux for the iGateway
component of the product.
Since the beginning of 2004, Vision Nv has focused on arranging major
funding that will enable it to take full advantage of the significant platform
that has been built through its product development and distribution channels.
We anticipate using this funding to drive sales in global markets with a key
focus on the U.S. It also enables the Company to focus on some new product
initiatives that are aligned to market needs and sales potential.
In the twelve months ended October 2004, Vision Nv has been able to
acquire investment funds for working capital of over $1,000,000 from existing
investors. This has enabled us to pay key creditors, cover the salaries of the
development staff in Brisbane, office expenses in Brisbane, Sydney, San Diego
and Los Angeles, the employment of new sales and marketing staff, pay the fees
for outsourced services, and travel expenses related to the development of
sales efforts in U.S. and Australia.
The Company continues to obtain bridge financing to meet the key short
term requirements of activating the distribution channels and related
outsourced sales force in the U.S., ramping up the U.S. operational presence,
and providing additional working capital for specific revenue related
development projects. The bridging is to a main round of funding that is
anticipated to close within the next six to twelve months in two tranches, to
provide additional working capital for next stage growth in global markets.
Any delay in obtaining the larger amounts of funding outlined above does not
effect existing day-to-day operations that are funded by existing investors.
Any delay in the receipt of these larger funding tranches would have the
effect of delaying the next stage growth strategies that have been planned.
The Company anticipates that sales revenue will now commence in the
quarter of calendar 2005 in the U.S. and Australian markets, as the key
strategic distribution arrangements, such as those with Avnet Partner
Solutions and ECCI, step up their operations. Already installations have
commenced in educational institutions that will begin revenue during early
2005.
The company has agreed in principle to issue $10m of 8% convertible notes
to its affiliate Aspen Corporation Limited for a total consideration of $10m.
These notes will be convertible at the rate of $2.50 per share. The notes are
due for conversion on a progressive basis, maturing in 10 years from the date
of issue with interest paid quarterly in arrears. This will provide an
underlying funding base for the projected growth over the next two years.
As a result of the increased activity and strong distribution
arrangements that are now in place, the Company has also been approached by
two US based companies that wish to assist in funding activities. The Company
is considering these approaches as part of its overall funding approach.
Research & Development
In conjunction with new funding commitments from mid 2003 onwards, the
R&D division has been revamped and specific R&D plans incorporated. This was
enhanced with the opening of the Company's new R&D Center in Brisbane during
February 2004. The key component of this has been version 2.0 ("V2") of
INTERScepter . V2 is currently being trialed by a number of clients in
Australia and USA. V2 provides enhanced sales potential in the Company's
growing market place.
Version 2.0 provides a number of major improvements over the previous
version 1.3. Apart from the change to a Linux operating environment for the
INTERScepter iGateway system component, there are a number of other
improvements in functionality as listed below.
* Port Management
* Simplified and More Flexible Directory Structure
* Intranet Based Management
* Refreshed Intranet Interfaces
* Client Notifications System
* Web based user identification
As a result of global exposure to the Vision Nv Business Model through
investor forums and reseller networks, there is significant interest from
other businesses for the Company to consider adding on synergistic product
modules and expand the product offering.
The INTERScepter product provides the underlying Internet Resource
Management platform on which other modules can be added. These will include
modules provided by Vision Nv as well as specialist modules from third parties
such as :
* Whole of network traffic monitoring and analysis tools;
* Facilities to monitor, control and charge Internet traffic over wi-fi
networks as well as mobile telephony (including PDA's with phones);
* Facilities to monitor, control and charge VOIP traffic;
* Specialist content review modules as "plug-ins"; and
* Process improvement tools e.g. video conferencing - a strategic
cooperative marketing alliance with a Texas based company is currently being
finalized.
Business Strategy
The strategy to be adopted for the development of a strong, sustainable
market for these products across key global markets incorporates a number of
elements including:
* The continuing development or acquisition of innovative technology
products providing business solutions to the market;
* The strengthening of a global market presence, a clear corporate and
product identity, branding, and wide promotion of the brand(s); and
* The growth of distribution channels through resellers and OEM's with
strong dedicated sales teams to directly market the products to their own
existing and potential clients.
These proposals and initiatives are integral components of a co-
coordinated marketing strategy designed to exploit the identified key market
segments and distribution channels to maximize the potential for the
successful and profitable distribution of the products globally.
Distribution and Marketing
Current Sites - INTERScepter TM is has been installed in 33 sites
covering over 5,000 workstations and 50,000 users in three countries
Australia, U.S.A. and Malaysia.
Significant New Sales Initiatives are underway in U.S. and Australia.
With new investor funding flowing and the listing event completed, the
Company's focus is to drive sales. In the U.S., the new team members, in
conjunction with the new distribution channels, are active with sales
opportunities across the U.S. with Michael Emerson driving the team from the
Company's base in Los Angeles. The Company has also commenced a recruitment
campaign for new Business Development and Pre-Sales Technical staff across the
U.S. to support the strategic partnerships that have been and are being
completed.
The Company has also been promoting itself in the marketplace, initially
with a focus on Higher Education, to leverage from its origins and also from
the ECCI joint venture. This has occurred in two key ways. The first has been
through a series visionGATEWAY sponsored Webinars and Seminars focusing on
"The Escalating Problems of Internet Usage in Education" as a means of
educating the market on the issues associated with Internet Resource
Management. We have brought together a panel of Higher Education experts in
Law, IT, Finance and Consulting that has proven very successful. Feedback so
far has been very positive. The Company has also been enhancing its visibility
in the market place by participating in selected major conferences for
decision makers from all major market sectors. Recently for the Higher
Education market we were involved in the conferences for NACUBO, Educause and
ACUTA - they had over 8,000 participants between them representing many
thousands of schools. The resultant exposure has led to a significant and
immediate increase in interest in our products by over 60 universities and
colleges with over 800,000 students. This is in addition to the 400 schools
and colleges that already part of the ECCI client base. We also participated
at the Avnet Partner Solutions annual conference for its IBM resellers with
over 1,000 attending. This has already led to new channel partner
opportunities.
The Company now has sixteen channel partners in the U.S. and are in
negotiations with six other major companies. They are providing a good spread
over Education, Government and Corporate markets. Some of these new signings
include specialist consulting and technology security firms.
Activities in the Australasia region have been enhanced with the
completion of the Avnet distribution agreement for that region. Since then
five new channel partners have signed and have commenced business development
activities that will lead to sales in the first quarter of calendar 2005.
Initiatives with these new channels have resulted in a number of
government departments and corporates agreeing to establish trials of
INTERScepter TM. A lot of the new interest is also attirbutable to the
additional functionality that is available under V2. These is also special
interest in a special "Lite" version of INTERScepter that will provide
"Location Access Control" in schools to facilitate classroom control of
internet usage by teachers. A number of schools have already requested the
special system for installation in January.
The key component of the Avnet arrangement is to take INTERScepter TM on
board in an "appliance" model variation where INTERScepter TM will be linked
to IBM brand servers and taken to Avnet's resellers' major clients. Through
this link with IBM there are opportunities to leverage that company's
resources and client base.
Item 3. Controls and Procedures
Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of our disclosure controls and procedures, as such
term is defined under Rule 13a-15(e) promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, our
principal executive officer and our principal financial officer concluded that
our disclosure controls and procedures were effective as of the end of the
period covered by this quarterly report.
Part II OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a). Exhibits
2.1(1) Agreement and Plan of Reorganization, dated February 27, 2004, by and
among Chiropractic, Vision Nv, and the stockholders of Vision Nv.
2.2(1) Addendum to the Agreement and Plan of Reorganization, dated February
27, 2004.
3.1(2) Articles of Incorporation
3.2(2) Bylaws of Chiropractic 21 International, Inc.
3.3(2) Certificate of Amendment to Articles of Incorporation dated September
23, 1970.
3.4(2) Certificate of Amendment to Articles of Incorporation dated October
29, 1970.
3.5(2) Certificate of Amendment to Articles of Incorporation dated October 6,
1972.
3.6(2) Certificate of Amendment to Articles of Incorporation dated November
4, 1980.
3.7(2) Certificate of Amendment to Articles of Incorporation dated July 15,
1983.
3.8(2) Certificate of Amendment to Articles of Incorporation dated December
29, 1999.
10.1(3) Lease, dated February 15, 2004 by and between vision Gateway Pty Ltd
and Masinello Holdings Pty Ltd.
10.2(3) Lease Agreement, dated October 25, 2001, by and between visionGATEWAY
and Executive Centre 133.
10.3(3) HQ Global Workplaces Virtual Office Program Service Agreement, dated
December 1, 2003 by and between the visionGATEWAY, Inc. and HQ Global
Workplaces, Inc.
10.4(3) Sublease, dated March 1, 2004, by and between Guidance Solutions, Inc.
and visionGATEWAY, Inc.
10.5(3) Buy/Sell Agreement, dated May 14, 2004, by and between visionGATEWAY,
Inc. and AVNET, INC.
10.6(3) Letter Agreement regarding Management Services by and between
visionGATEWAY, Inc. and Aspen Capital Partners Pty Ltd.
10.7(3) Letter Agreement regarding Agent and Consulting Arrangements by and
between visionGATEWAY, Inc. and Aspen Capital Partners Pty Ltd.
10.8(3) Letter Agreement regarding Employment of Michael Emerson by and
between visionGATEWAY, Inc., Michael Emerson and MICEL Pty Ltd.
10.9(3) Letter Agreement regarding Agent and Consulting Arrangements by and
between visionGATEWAY, Inc. and MICEL Pty Ltd.
10.10(3)Employment Agreement, September 23, 2003, by and between
visionGATEWAY, Inc. and Michael Bromley.
24.1 Power of Attorney (see signature page)
31.1 Certification by Michael Emerson, required by Rule 13a-14(a) or Rule
15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 Certification by Martin G. Wotton, required by Rule 13a-14(a) or Rule
15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification by Michael Emerson, required by Rule 13a-14(b) or Rule
15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title
18 of the United States Code, promulgated pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
32.2 Certification by Martin G. Wotton, required by Rule 13a-14(b) or Rule
15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title
18 of the United States Code, promulgated pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
(1) Incorporated by reference to 8-K12G3 filed with the Securities and
Exchange Commission on April 7, 2004.
(2) Incorporated by reference to 10-SB filed with the Securities and Exchange
Commission on April 28, 2000.
(3) Incorporated by reference to 10-KSB filed with the Securities and Exchange
Commission on August 19, 2004.
(b) Reports on Form 8-K
We furnished to the SEC a report on Form 8-K dated September 24, 2004, related
to our agreement with Education Communications Consortia Inc for a joint
venture known as ECCI-VGI Solutions.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VISIONGATEWAY, INC.
By: /s/ Michael F. Emerson
Michael F. Emerson
Chief Executive Officer
Date: December 22, 2004